附件 99.1
除非另有規定或上下文另有要求，「TC Biopharm」、「tcb」、「我們」、「我們的」和「公司」指的是TC Biopharm（控股）plc。
特別的 關於前瞻性陳述的說明
本 報告包含涉及風險和不確定性的前瞻性聲明。我們依據1995年私人證券訴訟改革法案及其他聯邦證券法的安全港條款做出這些前瞻性聲明。除本報告中歷史事實的陳述外，所有陳述均爲前瞻性聲明。在某些情況下，您可以通過諸如「可能」、「將」、「應該」、「期待」、「打算」、「計劃」、「預期」、「相信」、「估計」、「預測」、「潛在」、「繼續」或這些術語的否定形式或其他可比術語來識別前瞻性聲明。
前瞻性 聲明既不是歷史事實，也不是對未來表現的保證，而僅基於我們目前的信念、期望 和假設，這些與我們業務的未來、未來的計劃和策略、預測、預期的事件和趨勢、經濟 和其他未來控件有關。由於前瞻性聲明關係到未來，因此它們受到固有的不確定性、風險 和環境變化的影響，預測這些變化是困難的，其中許多是在我們控制之外。因此，您不應依賴 這些前瞻性聲明。可能導致我們的實際結果和財務狀況與前瞻性聲明中所指示的明顯不同的重要因素包括，以下幾個因素：
| ● | 我們現有的現金及現金等價物是否足夠滿足我們在未來12個月內的營運資金和資本支出需求，以及我們需要籌集額外資本的需求； | |
| ● | 我們從產品中產生營業收入的能力； | |
| ● | 我們有限的經營歷史； | |
| ● | 我們維持適當和有效的內部財務控制的能力； | |
| ● | 我們的 持續作爲持續經營的能力； | |
| ● | 法律、政府法規和政策及其解讀的變化； | |
| ● | 我們 獲得和維持知識產權保護的能力； | |
| ● | 我們 吸引和留住合格員工及關鍵人員的能力； | |
| ● | 我們 有效管理快速增長和組織變革的能力； | |
| ● | 安全漏洞、網絡攻擊和網絡中斷的可能性，包括數據安全和隱私泄露的違規行爲， 數據丟失，以及業務中斷； | |
| ● | 我們 遵守數據隱私法律和法規的情況； | |
| ● | 我們 成本效益地開發和維護品牌的能力；以及 | |
| ● | 在本報告及我們截至2023年12月31日的年度報告的第一部分，項目1A "風險因素"中列出的其他因素。 |
這些展望性聲明只代表本報告日期的情況，並受業務和經濟風險的影響。我們不承擔任何更新或修訂展望性聲明的義務，以反映此類聲明發出後發生的事件或存在的情況，除非法律要求。
掌控生物（控股）股份有限公司
未經審計簡明合併資產負債表
6月30日 2024 | 2023年12月31日, 2023 | |||||||
| 資產 | ||||||||
| 流動資產： | ||||||||
| 現金及現金等價物 | £ | £ | ||||||
| 公司應收所得稅 | ||||||||
| 預付費用及其他流動資產 | ||||||||
| 總流動資產 | ||||||||
| 非流動資產： | ||||||||
| 物業和設備，淨值 | ||||||||
| 資產：租賃資產 | ||||||||
| 無形資產-淨額 | ||||||||
| 總資產 | ||||||||
| 負債及股東權益 | ||||||||
| 流動負債: | ||||||||
| 應付賬款及應計負債 | ||||||||
| 衍生負債 | ||||||||
| 當前運營租賃負債部分 | ||||||||
| 總流動負債 | ||||||||
| 非流動經營租賃負債 | ||||||||
| 總負債 | ||||||||
| 股東權益： | ||||||||
| 普通股份，£ 面值， 和 截至2024年6月30日和2023年12月31日，授權、發行和流通的股份分別爲 | ||||||||
| 遞延股份，£票面價值， 截至2024年6月30日和2023年12月31日，授權、發行和流通的股份分別爲 | ||||||||
| 追加實收資本 | ||||||||
| 累積赤字 | ( | ) | ( | ) | ||||
| 股東權益合計 | ||||||||
| 負債和股東權益總計 | £ | £ | ||||||
附註是這些精簡合併財務報表的一部分。
掌控生物（控股）股份有限公司
未經審計的 簡明合併利潤表
| 在已結束的六個月中 | 在已結束的六個月中 | |||||||
| 2024 年 6 月 30 日 | 2023年6月30日 | |||||||
| 收入 | £ | £ | ||||||
| 運營費用： | ||||||||
| 研究和開發費用 | ||||||||
| 管理費用 | ||||||||
| 運營費用總額 | ||||||||
| 運營損失 | ( | ) | ( | ) | ||||
| 其他收入（支出）： | ||||||||
| 修改可轉換貸款造成的損失 | ( | ) | ||||||
| 衍生負債公允價值的變化 | ||||||||
| 其他費用，淨額 | ( | ) | ( | ) | ||||
| 其他（支出）收入總額，淨額 | ( | ) | ||||||
| 所得稅前淨虧損 | ( | ) | ( | ) | ||||
| 所得稅抵免 | ||||||||
| 淨（虧損）收入 | £ | ( | ) | £ | ||||
| 已發行普通股的加權平均值，基本 | ||||||||
| 已發行普通股的加權平均值，攤薄 | ||||||||
| 每股基本淨（虧損）收益 | £ | ( | ) | £ | ||||
| 攤薄後的每股淨（虧損）收益 | £ | ( | ) | £ | ||||
附註是這些未經審計的簡明綜合財務報表的組成部分。
掌控生物（控股）股份有限公司
未經審計 2024年6月30日和2023年股東權益變動的簡明綜合報表
| 普通股份 | 延期 股票 | 股本外資本 surplus | 累計 | 總計 股東的權益 | ||||||||||||||||||||||||
| 股份 | 金額 | 股份 | 金額 | 資本 | 虧損 | 股本（赤字） | ||||||||||||||||||||||
| 2023年1月1日的餘額 | £ | £ | £ | £ | ( | ) | £ | |||||||||||||||||||||
| 股份補償費用 | - | | ||||||||||||||||||||||||||
| 普通股發行，扣除發行成本 | ||||||||||||||||||||||||||||
| 淨利潤 | - | - | ||||||||||||||||||||||||||
| 餘額， 2023年6月30日 | £ | £ | £ | £ | ( | ) | £ | |||||||||||||||||||||
| 普通股份 | 延期 股票 | 股本外資本 surplus | 累計 | 總計 股東的 | ||||||||||||||||||||||||
| 股份 | 金額 | 股份 | 金額 | 資本 | 虧損 | 股權 | ||||||||||||||||||||||
| 2024年1月1日的餘額 | £ | £ | £ | £ | ( | ) | £ | |||||||||||||||||||||
| 股份補償費用 | - | |||||||||||||||||||||||||||
| 股份 與D系列warrants行使相關的發行，扣除發行費用 | - | |||||||||||||||||||||||||||
| 股份 與E系列warrants行使相關的發行，扣除發行費用 | - | |||||||||||||||||||||||||||
| 股份 與預支付warrants行使、延期養老金結算和諮詢服務相關的發行 | ||||||||||||||||||||||||||||
| 淨損失 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| 餘額， 2024年6月30日 | £ | £ | £ | £ | ( | ) | £ | |||||||||||||||||||||
附註是這些未經審計的簡明綜合財務報表的組成部分。
掌控生物（控股）股份有限公司
未經審計的現金流量表彙總全表
| For the Six Months Ended | For the Six Months Ended | |||||||
| June 30, 2024 | June 30, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | £ | ( | ) | £ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | - | |||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Share-based compensation expense | ||||||||
| Loss on modification of convertible loan | ||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||
| Net foreign exchange loss | ( | ) | ||||||
| Noncash interest expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Change in corporation tax receivable | ( | ) | ( | ) | ||||
| Change in prepaid expenses and other current assets | ||||||||
| Change in operating lease right of use assets | ||||||||
| Change in accounts payable and accrued liabilities | ( | ) | ||||||
| Change in lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant, and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Series D warrant exercises | ||||||||
| Series E warrant exercises | ||||||||
| Proceeds from sale of warrants | ||||||||
| Issuance of ordinary shares | ||||||||
| Ordinary shares and warrant issuance costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH | ( | ) | ( | ) | ||||
| Cash - Beginning of period | ||||||||
| Cash - End of period | £ | £ | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of debt to ordinary shares | £ | £ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
TC BIOPHARM (HOLDINGS) PLC
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE AND DESCRIPTION OF BUSINESS
TC BioPharm (Holdings) plc (“TC BioPharm” or the “Company”) was incorporated on October 25, 2021 as a Public limited company, limited by shares, in Scotland and domiciled in the United Kingdom and has the following wholly owned subsidiaries: TC BioPharm Limited, TC BioPharm (North America) Inc. and TC BioPharm BV (together the “Group” and “Company”).
The principal activity of the Company is as a clinical stage immuno-therapy company pioneering commercialization of allogeneic, ‘off-the-shelf’ gamma-delta T cell (‘GD-T’) therapies, ranging from unmodified GD-T therapies to treat haematological cancers and viral infections, to sophisticated proprietary GD-T CAR-T products designed to reach and treat solid tumors.
The Company was historically classified as a foreign private issuer (“FPI”), and as of June 30, 2023, the Company determined that, pursuant to the definition provided in Rule 405 of the Securities Act of 1933, it no longer satisfied the criteria to be considered an FPI. Pursuant to section 6120 of the Securities and Exchange Commission’s (“SEC”) financial reporting manual (“FRM”) the Company was permitted to continue to use forms applicable to FPIs for the remainder of its fiscal year ended December 31, 2023. Starting on January 1, 2024, the Company began using the forms prescribed for domestic registrants and filed a Form 10-K for its fiscal year ended December 31, 2023. As of June 28, 2024, the Company determined that it requalified to be an FPI (as that term has been defined by Rule 405 of the securities act of 1933). Pursuant to Rule 405 of the securities act of 1933, the Company was immediately permitted to use forms and rules designated for FPIs. Thus, the Company began using such forms and rules as of June 28, 2024.
During
January of 2023, the Company issued ADSs (on a post-ratio change basis) or ordinary shares, par value £per share of Company, based on a price per share
of £on exercise of pre-funded warrants that had been
issued in prior financing rounds. As the pre-funded warrants contained a nominal exercise price, the exercise of the pre-funded warrants
resulted in nominal proceeds to the Company. On March 27, 2023, the Company, entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Investors, pursuant to which the Company agreed to issue and sell an aggregate of American Depository Shares (“ADSs”)
(on a post-ratio change basis), or ordinary shares, pre-funded warrants to purchase
up to
On
March 27, 2023 the Company also agreed that certain existing warrants to purchase up to an aggregate of
On
March 12, 2024, the Company issued ADSs representing ordinary shares (on a post-ratio change basis) of the Company
upon exercise of outstanding warrants resulting in gross cash proceeds to the Company of £
On
May 6, 2024, the Company entered into a letter agreement (the “Inducement Letter”) with certain holders (the “Holders”)
of existing Series E warrants (the “Existing Warrants”) to purchase ordinary shares represented by ADSs of
the Company. The Existing Warrants were issued on December 21, 2023 and have an exercise price of £per ADS. Each ADS represents
ordinary shares of the
Company. Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate
of
Risks and Uncertainties
The Company is exposed to a variety of risks in the ordinary course of business, including, but not limited to, currency risk, liquidity risk, equity price risk and credit risk. The Company regularly assesses each of these risks to minimize any adverse effects on the business as a result of those factors.
Going Concern
The Company has been focused on the development of therapeutic products based around its gamma delta T cell platform technology, with the objective of conducting clinical trials to demonstrate safety and efficacy and eventually being granted regulatory approval to market and sell its products since its incorporation. This activity was expected to be in development for several years and has incurred considerable expenditures to date in research and development expenses and in conducting clinical trials. Similar to most development and/or clinical stage biotechnology companies, the Company has not yet generated any revenues from sales of products, but has obtained cash to finance its research, development and clinical trial activities from equity, debt and grant financings and from receipts from partners under collaborative co-development agreements. The Company is expected to continue in this clinical development phase for a number of years before any product becomes marketable. The Company therefore expects to continue to incur significant losses in the foreseeable future.
As
of June 30, 2024, the Company’s cash and cash equivalents amounted to approximately £
Similar to many clinical development stage biotechnology companies, the Company’s future liquidity needs, and ability to address them, will largely be determined by the availability of capital, both generally and in particular to fund product candidates and key development and regulatory projects. As a pre-revenue biotechnology Company, operations have been financed though continuously raising capital, and management expects to continue to raise capital routinely. The Company is currently and continuously progressing various funding options to fill the projected working capital gap, which could be in the form of an equity raise or other forms of financings such as debt funding, collaborations or licensing arrangements. Management believes that the current cash funds provide sufficient capital to finance planned operations through December 2024, and thereafter we would expect to be in a position to raise significantly greater capital as the clinical program progresses. However, there can be no certainty that these initiatives will be successful and, if they are not, management will seek to deploy alternative plans, which could have a potentially significant negative impact on stockholder and asset value. Such plans could include all or any of the following: raising additional capital through low priced and/or complex equity and/or debt financings, entering transactions involving sales, joint venturing or licensing of intellectual property, reducing and/or deferring discretionary spending on research and development or clinical programs, restructuring our operating model to take advantage of our manufacturing capability to generate short term revenues or reducing our cash burn rate through reduction in planned operating costs.
The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has been dependent on ongoing funding operations primarily through ongoing initiatives to raise capital. The Company expects to require substantially more capital to fund its clinical, development and operational requirements, and therefore incur further losses over the next several years as it develops its clinical products. The Company has utilized, and expects to continue to utilize, substantial amounts of funding to implement its business strategy. If the Company is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. Based on these circumstances, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on April 1, 2024. The interim results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods.
Principals of Consolidation
The unaudited condensed consolidated financial statements include the accounts of TC BioPharm and its 100% controlled subsidiaries, TC BioPharm Limited, TC BioPharm Inc. and TC BioPharm BV. All significant intercompany balances and transactions have been eliminated. “TC BioPharm”, the “Company”, “we”, “our” or “us” is intended to mean TC BioPharm (Holdings) plc, including the subsidiaries indicated above, unless otherwise indicated.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Segment Reporting
The
Company operates in
Income and Other Taxes
Income taxes are accounted for using the asset and liability method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
Income Tax Credit
The
Company carries out extensive research and development activities, where it benefits from the United Kingdom’s research and development
tax relief and expenditure credit regimes. The Company is able to surrender some of its income tax losses for a cash rebate of up to
Cash and cash equivalents
The
Company defines cash and cash equivalents as cash on hand, deposits held on call with banks and other short-term liquid investments with
maturities of three months or less. As of June 30, 2024 and December 31, 2023, cash and cash equivalents was £
Concentration of Risk
Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents. The Company maintains substantially all of its cash and cash equivalents with financial institutions, which, at times, may exceed federally insured limits. The Company has not incurred any losses associated with this concentration of deposits.
The
Company currently has bank deposits with financial institutions in the U.S. of approximately £
Foreign currency transactions
The Company uses the British pound sterling as the reporting currency for its unaudited condensed consolidated financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s subsidiaries are the local currencies. The Company has transactions denominated in various currencies, with the principal currency exposure being fluctuations in U.S. Dollars and Euros against pound sterling. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the limited number of supplier agreements denominated in currencies other than pound sterling.
Property and Equipment
Property and equipment consist of computer equipment, facility, and scientific equipment and office equipment, which are stated at cost, net of accumulated depreciation and amortization, and depreciated over their estimated lives using the straight-line method.
Depreciation is provided for by the straight-line method over the estimated useful lives as follows:
| Property and Equipment | Estimated Useful Life | |
| Scientific equipment | ||
| Computer equipment | ||
| Office equipment |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Intangible assets
Intangible
assets consist of software, patents and licenses. Intangible assets are recognized where it is probable that there will be a future economic
benefit and that this can be reliably measured. Software represents the historical cost of installation of third-party software used
within the Company to maintain and control the Company’s quality system. The software is hosted and controlled on the Company’s
servers and can be used independently of the related hardware. Software is amortized, on a straight-line basis, over the life of the
relevant license of three to four years. Patent costs represent the costs of securing patents in relation to the Company’s intellectual
property. Patent costs are amortized, on a straight-line basis, over the remaining legal life of the relevant patents, which has an average
estimated patent life of
The
Company reviews the carrying amounts of its tangible and intangible assets where there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). The recoverable amount is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets in which case the Company estimates the recoverable
amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and
value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less
than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognized immediately in the statement of operations. There was
Fair Value Measurements
The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, Fair Value Measurement, which primarily includes cash and cash equivalents and accounts payable, which approximate the carrying amounts represented in the accompanying consolidated balance sheets due to the liquid nature. The Company also has certain liability classified warrants that are being remeasured to fair value at the end of each reporting period and are categorized in Level 2 of the fair value hierarchy. However, the balance of the liability classified warrants was not material as of either June 30, 2024 or December 31, 2023 (see Note 12).
Basic net (loss) income per share ordinary share is calculated based on the weighted-average number of ordinary shares outstanding in accordance with ASC Topic 260, Earnings per Share. Diluted net (loss) income per share is calculated based on the weighted-average number of ordinary shares outstanding plus the effect of dilutive potential ordinary shares. When the Company reports a net loss, the calculation of diluted net (loss) income per share excludes potential ordinary shares as the effect would be anti-dilutive. Potential ordinary shares are composed of ordinary shares issuable upon the exercise of options and warrants. The following table shows the basic and diluted (loss) income per share for the six months ended June 30, 2024 and 2023:
| Six months ended | ||||||||
| June 30, | June 30, | |||||||
| 2024 | 2023 | |||||||
| £ | £ | |||||||
| Net (loss) income for the period | ( | ) | ||||||
| Basic weighted average number of shares outstanding | ||||||||
| Diluted weighted average number of shares outstanding | ||||||||
| Basic (loss) income per share | ( | ) | ||||||
| Diluted (loss) income per share | ( | ) | ||||||
Six Months Ended June 30, | ||||
| 2023 | ||||
| Number of Shares | ||||
| Convertible loan notes – assuming all loan notes are converted to equity | ||||
| 2021 Share Option Scheme | ||||
| Warrants in issue | ||||
The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period).
Research & Development Expenses
Research expenditure is expensed in the year in which it is incurred. Identifiable development expenditure is capitalized to the extent that the technical, commercial and financial feasibility can be demonstrated. The Company has not capitalized any development expenditures since inception.
Commitments and Contingencies
The Company accounts for contingencies in accordance with ASC 450-20, Contingencies. Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed (see Note 7).
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impacts of the update but does not believe it will have a material impact on its financial statements.
In December 2023, the FASB issued ASU 2023-09-Income Taxes (Topic 740)-Improvements to Income Tax Disclosures, which requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance should be applied prospectively and is effective for annual periods beginning after December 15, 2024. The Company does not expect the issued standard to have a material impact on its unaudited condensed consolidated financial statements or results of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact to its condensed consolidated financial statements.
NOTE 3. PROPERTY, PLANT AND EQUIPMENT
The Company’s property, plant and equipment balances consist of the following:
| Facilities & Scientific Equipment | Computer Equipment | Office Equipment | Total | |||||||||||||
| At December 31, 2023 | £ | £ | £ | £ | ||||||||||||
| Additions | ||||||||||||||||
| At June 30, 2024 | ||||||||||||||||
| Depreciation | ||||||||||||||||
| At December 31, 2023 | ||||||||||||||||
| Depreciation expense | ||||||||||||||||
| At June 30, 2024 | ||||||||||||||||
| Net book value | ||||||||||||||||
| At June 30, 2024 | £ | £ | £ | £ | ||||||||||||
| At December 31, 2023 | £ | £ | £ | £ | ||||||||||||
Depreciation
expense on these assets for the six months ended June 30, 2024 and 2023, was £
NOTE 4. INTANGIBLE ASSETS
The Company’s intangible assets consist of the following:
| Software | Patents and Licenses | Total | ||||||||||
| Cost | ||||||||||||
| At December 31, 2023 | ||||||||||||
| Additions | ||||||||||||
| At June 30, 2024 | ||||||||||||
| Amortization | ||||||||||||
| At December 31, 2023 | ||||||||||||
| Amortization expense | ||||||||||||
| At June 30, 2024 | ||||||||||||
| Net book value | ||||||||||||
| At June 30, 2024 | £ | £ | £ | |||||||||
| At December 31, 2023 | £ | £ | £ | |||||||||
Amortization
expense on these assets for the six months ended June 30, 2024 and 2023, was £
NOTE 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
The Company’s prepaid expenses and other current assets consist of the following:
| June 30, 2024 | December 31, 2023 | |||||||
| Other receivables | £ | £ | ||||||
| VAT owed to the Company | ||||||||
| Prepaid clinical trial costs | ||||||||
| Deferred clinical trial testing costs | ||||||||
| Other prepayments | ||||||||
| £ | £ | |||||||
The fair value of trade and other receivables are not materially different to the book value.
NOTE 6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The Company’s accounts payable and accrued liabilities consist of the following:
| June 30, 2024 | December 31, 2023 | |||||||
| Accounts payable | £ | £ | ||||||
| Other tax and social security | ||||||||
| Accrued expenses | ||||||||
| Amounts accrued in respect to clinical trial testing | ||||||||
| Other payables | ||||||||
| £ | £ | |||||||
The fair value of accounts payable are not materially different to the book value.
NOTE 7. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.
In
accordance with the terms of a Convertible Loan Note (‘Note’) on August 9, 2022 (the Conversion Date) the Company issued
(on a post-ratio change basis) Ordinary Shares
and
NOTE 8. LEASES
The
Company leases certain office space under operating leases for use in operations. The Company recognizes operating lease expense on a
straight-line basis over the lease term. Management determines if an arrangement is a lease at contract inception. Lease and non-lease
components are accounted for as a single component for all leases. Operating lease right to use (ROU) assets and liabilities are recognized
at the lease commencement date based on the present value of the future lease payments over the expected lease term, which includes optional
renewal periods if we determine it is reasonably certain that the option will be exercised. As our leases do not provide an implicit
rate, the discount rate used in the present value calculation represents our incremental borrowing rate determined using information
available at the commencement date. Operating lease expense is included as a component of research and development and administrative
expenses in the unaudited condensed consolidated statements of operations. For the six months ended June 30, 2024 and 2023, the Company
recorded operating lease expense of £
| June 30, 2024 | December 31, 2023 | |||||||
| Weighted-average remaining lease term | ||||||||
| Weighted-average discount rate | % | % | ||||||
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2024:
| Years Ended December 31, | ||||
| 2024 | £ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Less imputed interest | ( | ) | ||
| Total | £ | |||
NOTE 9. CONVERTIBLE LOAN
The
Company entered into a $
(i) The convertible loan’s initial fair value was the residual amount of the consideration received, net of attributable costs, after separating out the fair value of the embedded conversion option derivative. The loan was subsequently measured at its amortized cost.
(ii) The embedded conversion option derivative was initially measured at fair value and was subsequently remeasured to fair value at each reporting date. The embedded derivative could have been classified as a component of equity only if in all cases the contract would be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash or debt redemption. That is, had the embedded instrument satisfied the “fixed-for-fixed” criteria outlined in ASC 815-40. However, the derivative instrument included a conversion feature resulting in settlement in a variable number of shares and consequently, was not considered indexed to the company’s shares (i.e. it did not qualify for the scope exception to derivative each period were recorded in the consolidated statements of operations) for the year ended December 31, 2023:
| Residual loan | Embedded Derivative | Total | ||||||||||
| Balance at December 31, 2022 | £ | £ | £ | |||||||||
| Accrued interest | ||||||||||||
| Repayment | ( | ) | ( | ) | ( | ) | ||||||
| Modification of loan notes | ( | ) | ( | ) | ||||||||
| Currency adjustment | ( | ) | ( | ) | ||||||||
| Balance at December 31, 2023 | £ | £ | £ | |||||||||
The
value of the embedded derivative was remeasured to fair value at each reporting date, based on the Black-Scholes valuation model, with
recognition of the changes in fair value in the consolidated statements of operations. As noted above, the value of the embedded derivative
liability as of December 31, 2023 was $
NOTE 10. SHAREHOLDERS’ EQUITY
Ordinary shares
The Ordinary shares have no specific rights, preferences or restrictions attached to them.
Deferred shares
Deferred shares have the following properties:
| a. | do not entitle their holders to receive any dividend or other distribution; | |
| b. | do not entitle their holders to receive a share certificate in respect of the relevant shareholding; | |
| c. | do not entitle their holders to receive notice of, nor to attend, speak or vote at, any general meeting of the Company; | |
| d. | entitles their holders on a return of capital on a winding up of the Company (but not otherwise) only to the repayment of the amount paid up on that share after payment of the capital paid up on each Ordinary Share in the share capital of the Company and the further payment of £ on each ordinary share; | |
| e. | do not entitle their holders to any further participation in the capital, profits or assets of the Company. The Deferred Shares shall not be capable of transfer at any time other than with the prior written consent of the directors of the Company. |
A Ordinary shares
The A Ordinary shares ranked equally with all other shares in issue in that on a vote every member has one vote for each share held. The A ordinary shares contain preferential economic rights such that, in the event of a share or asset sale (as defined in the Articles of Association), they provide a return to the holders of the A Ordinary Shares of an amount greater than or equal to 1.5x the price paid by the investors for A Ordinary Shares. The A Ordinary shares have an anti-dilution provision where shares are subsequently issued at a price below £ per share, whereby the existing A Ordinary shareholders receive additional compensation shares in line with the formula set out in the Articles of Association. The A Ordinary shares rank equally with all other shares in issue with respect to dividends.
Immediately prior to the completion of the IPO, ordinary shares (on a post-ratio change basis) were issued, under the terms of the Articles of Association to certain shareholders who, prior to the IPO, owned A Ordinary shares which carried the right, to subscribe at nominal value for a certain number of additional shares, calculated by reference to the pre-money valuation of the IPO. As part of the IPO share issue, the Company re-organized its share capital whereby all of the outstanding series A ordinary shares were re-designated as ordinary shares of the Company on a one for one basis and as such no anti-dilution provisions are included within the issued shares.
Reorganization and IPO
Immediately
prior to completion of the IPO, the Company re-organized its share capital whereby all of the outstanding series A ordinary shares were
re-designated as ordinary shares of TC BioPharm (Holdings) plc on a one for one basis. Immediately prior to the completion of the offering,
a further ordinary shares (on a post-ratio change basis)
were issued, under the terms of the Articles of Association to certain shareholders who, prior to the IPO, owned A ordinary shares which
carried the right, to subscribe at nominal value for a certain number of additional shares, calculated by reference to the pre-money
valuation of the IPO. The fair value of the shares issued was £
Share Issuances
During January of 2023, the Company issued ADSs (on a post-ratio change basis) or ordinary shares, par value £ per share of Company, based on a price per share of £ on exercise of pre-funded warrants that had been issued in prior financing rounds. As the pre-funded warrants contained a nominal exercise price, the exercise of the pre-funded warrants resulted in nominal proceeds to the Company.
On
March 27, 2023, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Investors, pursuant
to which the Company agreed to issue and sell an aggregate of American Depository Shares (“ADSs”)
(on a post-ratio change basis), or ordinary shares, pre-funded warrants to purchase
up to
On
March 27, 2023 the Company also agreed that certain existing warrants to purchase up to an aggregate of
On
April 3, 2023,
In the period from January 1, 2023 to June 30, 2023, the holders of Convertible Loan Notes exercised their rights to convert the notes to purchase ADSs.
During January of 2024, the Company issued ADSs (on a post-ratio change basis) or ordinary shares, par value £ per share of Company, based on a price per share of £ on exercise of pre-funded warrants that had been issued in prior financing rounds. As the pre-funded warrants contained a nominal exercise price, the exercise of the pre-funded warrants resulted in nominal proceeds to the Company.
On March 8, 2024, the company issued ADSs or ordinary shares (on a post-ratio change basis), par value £per share of Company, based on a price per share of £on exercise of share options that had been issued to a consultant as part of the consideration for undertaking consulting services. The issued shares options were recognized as non-employee compensation expense in accordance with ASC 718. Further, the fair value of the shares (as determined utilizing the Black Scholes valuation model) will be recognized over the estimated one-year consulting service period. Approximately £was recognized during the six-month period ended June 30, 2024.
On
March 11, 2024, the Company issued ADSs or ordinary shares (on a post-ratio change basis), par value £ per
share of Company to Bryan Kobel, the Chief Executive Officer of the Company following an agreement to convert an aggregate amount of
approximately £
On
March 12, 2024, the Company issued ADSs representing ordinary shares (on a post-ratio change basis) of the Company
upon exercise of outstanding warrants resulting in gross cash proceeds to the Company of £
On
May 6, 2024, the Company entered into a letter agreement (the “Inducement Letter”) with certain holders (the “Holders”)
of existing Series E warrants (the “Existing Warrants”) to purchase ordinary shares represented by ADSs of
the Company. The Existing Warrants were issued on December 21, 2023 and have an exercise price of £per ADS. Each ADS represents
ordinary shares of the Company. Pursuant to the
Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of
The
Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection
with the transactions summarized above and has agreed to pay the Placement Agent a cash fee equal to
ADS Ratio Change
Enterprise Management Incentive (EMI) share option scheme
The Company operates an HMRC Approved Enterprise Management Incentive (“EMI”) share option scheme for employees. Effective December 16, 2014, the Company approved a share option scheme under which the Board of Directors of the Company can award options to directors, officers, employees and consulting personnel of the Company. The Board of Directors will determine the terms, limitations, restrictions and conditions of the options granted under the plan.
| Number of Share Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2023 | £ | |||||||
| Granted during the period | ||||||||
| Exercised during the period | ||||||||
| Forfeited during the period | ||||||||
| Outstanding at June 30, 2024 | £ | |||||||
| Exerciseable at June 30, 2024 | £ | |||||||
| Unexerciseable at June 30, 2024 | ||||||||
The estimated fair value of the options outstanding in the period was calculated by applying a Monte Carlo Simulation for those options issued in 2020 and 2019 and a Black Scholes Model for those options issued in prior periods. The most appropriate approach is selected with reference to the share capital structure at the time of grant. The expense recognized for share-based payments in respect of employee services received during the six months ended June 30, 2024 was £(June 30, 2023: £Nil) as all options were fully vested as of June 30, 2023.
2021 Share Option Scheme
Effective immediately prior to completion of the IPO on February 10, 2022, the Company adopted a new share option scheme, or the 2021 Share Option Scheme, for the purpose granting share options to incentivize the Company’s directors, employees and consultants. The 2021 Share Option Scheme incorporates a sub-plan for option holders subject to taxation in the United States, or the 2021 U.S. Sub-Plan, to provide for the grant of U.S. qualified incentive options.
The Company has granted options over ADSs to certain employees and directors.
| * | Number of Share Options | Weighted Average Exercise Price | ||||||
| Outstanding at December 31, 2023 | $ | |||||||
| Granted during the period | ||||||||
| Exercised during the period | ( | ) | ||||||
| Cancelled during the period | ( | ) | ||||||
| Outstanding at June 30, 2024 | $ | |||||||
| Exerciseable at June 30, 2024 | $ | |||||||
| Unexerciseable at June 30, 2024 | ||||||||
The totals of options and related exercise price are for options over ADSs and reflect the ratio change on December 15, 2023 and July 31, 2024.
The estimated fair value of the options outstanding in the period was calculated by applying a Black Scholes Model. The most appropriate approach is selected with reference to the share capital structure at the time of grant. The weighted average grant-date fair value of options granted during the six-month period ended June 30, 2024 was $. options were granted during the six-month period ended June 30, 2023. The expense recognized for share-based payments in respect of employee and non-employee services received during the six months ended June 30, 2024 and 2023 was £ and £, respectively.
The options granted under the 2021 share option scheme will typically vest over after the date of grant. In some cases, options granted to senior management will vest immediately. As of June 30, 2024, there were unvested options.
Modifications
During March of 2024, share options that had been granted to five grantees, including one of our executive officers and all of our non-employee directors, were cancelled and replaced by new options with different terms. The company determined that the option cancellations and subsequent re-issuances should be considered award modifications and be recognized in accordance with the guidance in ASC 718-20. As the new awards vested immediately, the Company fully recognized the incremental fair value of the awards of £.
Additional Right to Subscribe for Shares
On August 25, 2020, the Company issued Ordinary shares, which included an additional right to subscribe for a fixed number () of shares at £ per share at a future date based on certain clinical and commercial milestones. The estimated fair value of the right to subscribe was calculated by applying a Black Scholes Model. This was deemed the most appropriate approach due to the future liquidity event being date-uncertain and could take one of many forms.
NOTE 12. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
The
Company had cash and cash equivalents of approximately £
In addition, the Company also had numerous outstanding warrants that were classified in Level 2 due to our use of implied volatility in determining the expected volatility input for purposes of determining the instruments fair value via the Black-Scholes valuation model. The details of the issued warrants were as follows:
Unlisted warrants in issue
Series A warrants
The fair value of each of the warrants was approximately $ and $ as of June 30, 2024 and December 31, 2023, respectively.
The inputs associated with calculating the fair value of the warrants are considered to be Level 2 and were valued using a Black-Scholes valuation model. The inputs were as follows:
| June 30, 2024 | December 31, 2023 | |||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Time to maturity | ||||||||
| Expected volatility | % | % | ||||||
| Risk free interest rate (US treasury bond) | % | % | ||||||
| Dividend yield | ||||||||
Series B warrants
The fair value of each of the warrants was approximately $ and $ as of June 30, 2024 and December 31, 2023, respectively.
The inputs associated with calculating the fair value of the warrants are considered to be Level 2 and were valued using a Black-Scholes valuation model. The inputs were as follows:
| June 30, 2024 | December 31, 2023 | |||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Time to maturity | ||||||||
| Expected volatility | % | % | ||||||
| Risk free interest rate (US treasury bond) | % | % | ||||||
| Dividend yield | ||||||||
Series A-B placement agent warrants
The fair value of each of the warrants was $ and $ as of June 30, 2024 and December 31, 2023, respectively.
The inputs associated with calculating the fair value of the warrants are considered to be Level 2 and were valued using a Black-Scholes valuation model. The inputs were as follows:
| June 30, 2024 | December 31, 2023 | |||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Time to maturity | ||||||||
| Expected volatility | % | % | ||||||
| Risk free interest rate (US treasury bond) | % | % | ||||||
Series C placement agent warrants
The fair value of each of the warrants was $ and $ as of June 30, 2024 and December 31, 2023, respectively.
The inputs associated with calculating the fair value of the warrants are considered to be Level 2 and were valued using a Black-Scholes valuation model. The inputs were as follows:
| June 30, 2024 | December 31, 2023 | |||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Time to maturity | ||||||||
| Expected volatility | % | % | ||||||
| Risk free interest rate (US treasury bond) | % | % | ||||||
| Dividend yield | ||||||||
Series D warrants
The fair value of each of the warrants was $ as of the August 30, 2023 issuance date. As the warrants were equity classified, they were not re-measured to fair value as of December 31, 2023. The warrants were subsequently exercised in full on March 12, 2024.
Series E warrants
The fair value of each of the warrants was $ as of the December 18, 2023 issuance date. As the warrants were equity classified, they were not re-measured to fair value as of December 31, 2023.The warrants were subsequently exercised in full on May 6, 2024.
Series F warrants
The fair value of each of the warrants was $ as of the May 8, 2024 issuance date. As the warrants were equity classified, they were not re-measured to fair value as of June 30, 2024.
NOTE 13. SUBSEQUENT EVENTS
Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as set forth below or discussed elsewhere, management did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
On
August 13, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor (the
“Investor”) pursuant to which the Company agreed to issue and sell to the Investor in a best-efforts public offering
American Depositary Shares (the “ADSs”) representing ordinary shares, par value £ per share (the “Ordinary
Shares”), pre-funded warrants to purchase up to ADS representing
On August 21, 2024, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market informing the Company that it has regained compliance with the minimum equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”) and the bid price requirement in Listing Rule 5550(a)(2) (the “Bid Price Rule”). The Company was under a Panel Monitor imposed by a prior Hearings Panel through July 26, 2024, pursuant to its authority under Listing Rule 5815(d)(4)(A), following the Company demonstrating compliance with the Equity Rule. In addition, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one (the “Excessive Reverse Stock Splits Rule”). Normally, in application of Listing Rule 5815(d)(4)(B), companies that have regained equity and/or bid price compliance, where the company was ineligible for a second compliance period under the Excessive Reverse Stock Splits Rule, are imposed a Mandatory Panel Monitor. However, considering the Company regained compliance with the Bid Price Rule ahead of the panel granting it an exception to cure its bid price deficiency, the Notice stated that, pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Discretionary Panel Monitor for a period of one year from the date of the Notice, to ensure that the Company maintains long-term compliance with the Equity Rule, the Bid Price Rule, and all of the Exchange’s continued listing requirements. If, within that one-year monitoring period, the Staff finds the Company again out of compliance with any continued listing requirement, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to any deficiency and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency, nor will the Company be afforded an applicable cure or compliance period. Instead, the Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.
On
August 28, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investor”) pursuant to which the Company agreed to issue and sell to the Investor in a best-efforts public
offering ADSs representing Ordinary Shares, par value £ per share, pre-funded warrants to purchase up to
ADS representing
In the period
to November 21, 2024, the series G and series H warrants representing a total of
On
September 2, 2024, the board of directors of TC Biopharm (Holdings) PLC (the “Company”) agreed to (a) grant a one time bonus
of $